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A licence (US: license) is a contractual right giving someone permission to use certain property that is owned by another.The licensing of IP or IT rights is an important aspect of many companies’ business strategies, especially those companies specialising in technology.
The Purchaser further agrees that if the Company is unable, for any reason, to secure signatures to apply for or to pursue any application for any patent, copyright, trademark or other proprietary right covering any Intellectual Property assigned to the Company above, then the Purchaser hereby irrevocably designates and appoints the Company its duly authorized officers and agents as the Purchaser’s agent and attorney-in-fact, to act for and in the Purchaser’s behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, trademarks and other registrations thereon with the same legal force and effect as if executed by the Purchaser. The Assignor represents and warrants that (i) the Assignor is the owner of the entire right, title and interest in and to the Intellectual Property, (ii) the Assignor has the sole right and authority to enter into this Agreement and grant the rights hereunder, (iii) the Purchaser has not previously granted any rights or licenses in the Intellectual Property, (iv) the Purchaser does not own or have the right to license any other Intellectual Property that is related to the conduct of the Company’s business, (v) the Assignor is not obligated under any consulting agreement, employment agreement, or other agreement or obligation that conflicts with, or would prevent the Assignor from fully performing the Assignor’s obligations under, this Agreement and the Assignor shall not enter into any such agreement or obligation during the period of the Assignor’s employment by the Company; (vi) there is no action, investigation, or proceeding pending or threatened, or any basis for any of the foregoing known to the Assignor, involving the Assignor’s prior employment, the Assignor’s prior work for third parties as an independent contractor, or the Assignor’s use of any information or Inventions of any former employer or third party; and (c) the performance of the Assignor’s duties under this Agreement and the Assignor’s duties with the Company will not breach, or constitute a default under, any agreement to which the Assignor bound, including any agreement limiting the use or disclosure of proprietary information acquired prior to the Assignor’s employment with the Company. This Agreement, including the exhibits, schedules, and other documents and instruments referred to herein, embodies the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein.
This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.
Often, multiple rights involving patents, trade marks, copyrights and technologies are combined into a unitary licence agreement that covers everything.
With respect to intellectual property, such rights are often separated into two different classes: hard intellectual property rights (copyrights, trade marks and patents) and soft IP rights (confidential information, trade secrets and know-how).
A licence agreement (also commonly referred to as a licensing agreement) is between a rights owner (known as the licensor) and another (the licensee) who is authorised to obtain and use such rights in exchange for an agreed payment (the fee or royalty).
These agreements are common not only in connection with the licensing of certain technology or IP rights, but also in other circumstances, such as mergers, acquisitions, joint ventures, franchising and subsidiaries.When it does come time to grow a business, companies looking to purchase property (including trademarks, software, or other intangible items) to support their growth must be sure that the seller does, in fact, have title to the desired pieces.A properly-drafted intellectual property assignment can help in both circumstances.Such licences (where the licensor fails to maintain the proper control over the use of the licensee) are often referred to as naked licences.In some circumstances, an entity will wish to assign all rights in either IP or technology to another.Intellectual property assignment agreements both provide records of ownership and transfer and protect the rights of all parties.If you follow the enclosed model and guidelines, you will have a written acknowledgment of the rights and responsibilities being transferred as part of your sale.The key distinction between a licence and an assignment is ultimate ownership and control.In a licensing situation, the licensor retains ownership of the rights, whereas with an assignment, the assignor relinquishes (= gives up) all present and future rights to the assignee.Given the nature of trade marks as source identifiers, trade mark owners are often required by law to maintain a close connection with the licensee to ensure that the quality standards are maintained so that the consumer is not deceived.Failure to maintain some quality control over the use of the licensee could result in a forfeiture of trade mark rights.